ACTELION'S BOARD OF DIRECTORS: OUR BEST PRACTICES ...

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FOCUS ON HIGHEST STANDARDS OF CORPORATE GOVERNANCE ACTELION’S CORPORATE GOVERNANCE PROFILE COMPARES FAVORABLY WITH U.S. STANDARDS 16 Composition and role of the Board of Directors General requirements of shareholder approval for many corporate actions © 2011 Actelion Pharmaceuticals Ltd ► Both US and Swiss major public companies have Boards consisting predominantly of accomplished independent directors ► In the United States, it is virtually universal for the Chief Executive Officer to be a member of the company’s Board of Directors. More recently, US companies have faced pressure to split the position of the Chairman and the Chief Executive. Those roles have been filled by different people at Actelion since inception ► Under Swiss law, the major strategy decisions are made by the full Board and are not delegated to the Chief Executive ► In line with established international practices and the biotech sector specifically, the CEO is a member of the Board ► In the United States, the types of matters requiring shareholder approval are generally limited to the election of directors, approval of mergers and other major corporate transactions, approval of equity compensation plans and amendments of organizational documents ► A Swiss company is required to seek shareholder approval for many more actions, including declaring dividends and issuing new equity 08 March 2011 White Paper 3
FOCUS ON HIGHEST STANDARDS OF CORPORATE GOVERNANCE ACTELION’S CORPORATE GOVERNANCE PROFILE COMPARES FAVORABLY WITH U.S. STANDARDS 17 Shareholder power to call meetings and place items on the Agenda Shareholder ability to replace all directors at any time ► Swiss shareholders owning a position of at least two million (1.5%) of the shares in Actelion can submit a proposal for adoption at the Annual General Meeting. Swiss law is very flexible on the types of matters permitted in these proposals ► This means that it is much easier for shareholders to submit agenda items for action than it is for shareholders to do so in the United States ► Under Swiss law, directors cannot appoint directors to fill vacancies on the Board. Only shareholders can fill vacancies. In the United States, the opposite is generally true – Boards fill vacancies ► Under Swiss law, directors can be removed without cause by a majority of the shares voting at the meeting. Removal can occur either at the Annual General Meeting or at a Special Meeting called by 10% of the shares. This gives shareholders a powerful tool to assure their on-going satisfaction with the Board ► In the United States, it is unusual for stockholders to be able to force a company to call a special meeting. Also, in many cases, removal of a director in the United States requires a supermajority vote © 2011 Actelion Pharmaceuticals Ltd 08 March 2011 White Paper 3
Page 1 and 2: ACTELION'S BOARD OF DIRECTORS: OUR
Page 3 and 4: ACTELION’S BOARD OF DIRECTORS 3 1
Page 5 and 6: INDEPENDENCE, STRUCTURE AND BEST PR
Page 7 and 8: INDEPENDENCE, STRUCTURE AND BEST PR
Page 9 and 10: EXPERIENCE AND EXPERTISE OVERVIEW O
Page 11 and 12: EXPERIENCE AND EXPERTISE EXPERIENCE
Page 13 and 14: FOCUS ON HIGHEST STANDARDS OF CORPO
Page 15: FOCUS ON HIGHEST STANDARDS OF CORPO
Page 19 and 20: APPENDIX- DIRECTOR BIOGRAPHIES 19
Page 21 and 22: JOSEPH C. SCODARI - VICE CHAIRMAN 2
Page 23 and 24: JEAN-PAUL CLOZEL 23 © 2011 Actelio
Page 25 and 26: WERNER HENRICH 25 © 2011 Actelion
Page 27 and 28: ARMIN KESSLER 27 © 2011 Actelion P

ACTELION'S BOARD OF DIRECTORS: OUR BEST PRACTICES ...

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